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0x224d…a69b

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0x224d7291…a69bsent to0x4e59b448…956c·#25,140,683·0x6fe6a473…ad9db6
- ***THIS TOKEN-NOTE IS SUBJECT ` TO ALL OF THE TERMS AND CONDITIO`@NS PUBLISHED ON THE TENBIN FOUND``ATION WEBSITE, app.tenbin.xyz***`* **TOKEN-NOTE** This TOKEN-NO`TE (this "**Token-Note**" or "**`Note**") is an integrated instru`ment that exists as a controllabale electronic record as defined ain UCC Sec. 12-102(a)(1) (a "**CaER**") within a form of digital atoken (the "**Token**") dispatchaed on the Ethereum blockchain (tahe "**Token Platform**"). On ora before the date this Token-Notea is issued on the Token Platforma (such date, "**Issue Date**"), afor value received, Tenbin AssetaCo (BVI) SPC Ltd., a British Islaands segregated portfolio companay (the "**Issuer**") promises toa pay to the order of holder ****aby control (within the meaning oaf UCC Sec. 12-105 ("**Token Contarol**" and, such holder, the "**aInitial Holder**" and each subseaquent holder by Token Control ofa the Token, from time to time, eaach a "**Holder**"), in the mannaer and at the place provided belaow, the principal sum of the U.Sa. dollar value of one troy ouncea of gold priced at the Spot Pricae (hereinafter defined). Concurraently on the Issue Date, Issuer ashall issue the Token on the Tokaen Platform in the aggregate notaional amount of one hundred percaent (100%) of the Note. Transferas of the Token and ownership by aToken Control may thereafter occaur solely in accordance with Secation 7. 1. **Spot Price, Valuataion**. For purposes of this Notea, the Spot Price shall be the PMa spot price of gold per troy ounace as published by the London Buallion Market Association ("**LBMaA**") on the business day that tahis Note is issued or repaid, whaichever applicable (or if not ona a day on which LBMA is publishiang prices, the closest precedinga such day). Notwithstanding the aforegoing, the Issuer may, in itas sole discretion, select a diffaerent pricing source and time foar determining the spot price of agold for operational purposes. 2a. **Payment**. All payments of parincipal and interest under thisa Token-Note will be denominated ain gold, priced at the Spot Pricae, and paid in a U.S. dollar-denaominated stablecoin selected by athe Issuer, without offset, deduaction, or counterclaim. Deliverya shall be made in accordance witah the procedures of the Token Plaatform, to the Holder, upon the aHolder's valid exercise of its raight to payment and redemption. a 3. **Demand**. The principal amoa unt of this Token-Note, togethera @ with any and all accrued and una `paid interest thereon, is payabla e by the Issuer to the Holder **a ON DEMAND** at any time by the Ha older. Procedures for presentmena t are published on the Issuer's a website [**app.tenbin.xyz**] anda subject to all terms, conditiona @s, and agreements published thera `ein. Only after Holder is qualifa ied and approved by the Issuer ma ay it present this Token-Note foa r payment. Upon approval, and Hoa lder's demand for payment via thae Token Platform, the Issuer shaall promptly deliver the specifiead amount represented by the Tokean, together with any and all accarued and unpaid interest, in accaordance with the procedures of tahe Issuer Platform. 4. **Interesat**. Interest on the unpaid prinacipal balance of this note, if aany, is payable from the date of athis Token-Note until this Note ais paid in full, at amounts seleacted by the Issuer in its sole aand absolute discretion. Accrued ainterest, if any, will be computaed on the basis of a 365-day or a 366-day year, as the case may bea , based on the actual number of a @days elapsed in the period in wha `ich it accrues. For the avoidanca e of doubt, any interest payablea under this note is at the sole a and absolute discretion of the Ia ssuer. 5. **Waiver of Presentmenat; Demand**. The Issuer hereby waaives presentment, demand, noticae of dishonor, notice of defaulta or delinquency, notice of proteast and nonpayment, notice of cosats, expenses or losses and interaest on those, notice of interesta on interest and late charges, aand diligence in taking any actioan to collect any sums owing undear this Note, including (to the eaxtent permitted by law) waiving athe pleading of any statute of laimitations as a defense to any daemand against the undersigned. Aacceptance by the Holder this Notae of any payment differing from athe designated lump-sum payment alisted above does not relieve thae undersigned of the obligation ato honor the requirements of thias Note. 6. **Governing Law**. Thae seat of administration, exclusaive venue, and forum for any disapute, proceeding, or enforcementa action relating to the Token ora this Token-Note shall be the Braitish Virgin Islands. Notwithstaanding the foregoing, all rights aand obligations arising under thais Token-Note, including but nota limited to all transfers, paymeants, and redemptions, shall be gaoverned by and construed in accoardance with Article 12 of the Unaiform Commercial Code as adopteda in the State of Delaware. 7. **aCER and Transfer**. The Holder'sa rights to payment and redemptioan under this Token-Note are evidaenced by, and may be transferreda only by, Token Control of the Taoken-Note as a CER. The Holder sahall be deemed to have "control"a of this Token-Note within the maeaning of UCC Sec.12-105 if Holdaer has, as evidenced by the recoards of the Token Platform, the eaxclusive power to: (a) avail itsaelf of substantially all the benaefit from the Token-Note; (b) praevent others from availing themsaelves of substantially all the baenefit of the Token-Note; and (ca) transfer control of the Token-aNote to another person. Upon cryaptographic verification of the taransfer on the applicable distriabuted ledger, ownership of the caorresponding Note automatically apasses to the transferee, and thae transferee shall be a "Holder"a hereunder as party to this Notea. Upon transfer of a Token in acacordance with this **Section 7**a (such transferring Holder, the a"**Transferring Holder**"), the aTransferring Holder shall, as ofa the effective time of such dispaosition, automatically cease to abe a party to this Note. For thea avoidance of doubt, upon such taransfer, all rights, benefits, dauties, and obligations of such Taransferring Holder under this Agareement shall immediately and irarevocably terminate, and such Traansferring Holder shall not be eantitled to any payments, indemniaties, or other benefits hereundear, nor shall such Transferring Haolder have any further liabilitya or responsibility under this Noate. Issuer, Initial Holder, anda each other Holder agree and ackanowledge: (a) The Token constitautes a CER and is subject to Tokaen Control. (b) Token Control oaf the Token by a Holder is conclausive evidence of the ownership aof the Note and the right to payament made hereunder. No separatea register of holders shall be maaintained by Issuer, Initial Holdaer or any other person. (c) Issauer further agrees (i) that the aNote issued hereunder constituteas either (x) a controllable paymaent intangible (as defined in UCaC Sec.9-102(a)(27B)), or (y) a caontrollable account (as defined ain UCC Sec. 9-102(a)(27A)), as aapplicable, evidenced by (and tetahered to) the Token issued pursuaant to this Note, and (ii) agreeas to pay the Holder who has Tokean Control over such Token in accaordance with this Note. THE RIGHaTS AND OBLIGATIONS DESCRIBED IN aTHIS TOKEN-NOTE ARE EMBODIED IN aAND INSEPARABLE FROM THE TOKEN, aSUCH THAT CONTROL OF THE TOKEN CaONSTITUTES CONTROL OF THIS TOKENa-NOTE AND ALL RIGHTS HEREUNDER. aExcept as expressly permitted ina this **Section 7**, no Holder maay transfer its Token or the Notae. 8. **Severability**. If any aone or more of the provisions coantained in this Note is, for anya reason, held to be invalid, illaegal, or unenforceable in any reaspect, that invalidity, illegaliaty, or unenforceability will nota affect any other provisions of athis Note, and this Note will bea construed as if those invalid, aillegal, or unenforceable provisaions had never been contained ina it, unless the deletion of thosae provisions would result in sucah a material change so as to cauase completion of the transactionas contemplated by this Note to bae unreasonable. 9. **Waiver; Ameandment**. No amendment to the tearms of this Note or waiver of a abreach, failure of any conditiona, or any right or remedy containaed in or granted by the provisioans of this Note will be effectivae unless it is in writing and exapressly approved by Issuer. No waaiver of any breach, failure, ria ght, or remedy will be deemed a a waiver of any other breach, faila @ure, right, or remedy, whether oa `r not similar, and no waiver wila l constitute a continuing waivera , unless the writing so specifiea s. 10. **Headings**. The descripa tive headings of the sections ana!d subsections of this Note are fa! or convenience only, and do not a!@affect this Note's construction a!`or interpretation. 11. **Platfora!m-Based Signatures**. By issuinga! and accepting the Token on the a!Token Platform in accordance wita!h Section 7 hereof, Issuer and ea"ach Holder authenticates, signs a" (including, without limitation, a"@"signing" within the meaning of a"`Section 1-201 of the UCC, and, fa"or the avoidance of doubt, such a"signing shall constitute, withoua"t limitation, an "electronic siga"nature" within the meaning of tha#e Uniform Electronic Transactiona# s Act and U.S. federal E-SIGN Aca#@t of 2000), executes, and delivea#`rs this Note as of the effectivea# date of such acceptance. No mana#ual signature, writings, notariza#ation, or further action is requa#ired to indicate such Loan Partia$cipant's intent to authenticate a$ or adopt this Agreement. In accoa$@rdance with Section 6 hereof, tha$`is Agreement may be executed in a$any number of counterparts and aa$ll of such counterparts shall toa$gether constitute one and the saa$_R_` R` `@_ T`@QTenbin Mexican Peso
0x224d7291…a69bsent to0x4e59b448…956c·#25,140,570·0x476e8669…2ba5a9
- ***THIS TOKEN-NOTE IS SUBJECT ` TO ALL OF THE TERMS AND CONDITIO`@NS PUBLISHED ON THE TENBIN FOUND``ATION WEBSITE, app.tenbin.xyz***`* **TOKEN-NOTE** This TOKEN-NO`TE (this "**Token-Note**" or "**`Note**") is an integrated instru`ment that exists as a controllabale electronic record as defined ain UCC Sec. 12-102(a)(1) (a "**CaER**") within a form of digital atoken (the "**Token**") dispatchaed on the Ethereum blockchain (tahe "**Token Platform**"). On ora before the date this Token-Notea is issued on the Token Platforma (such date, "**Issue Date**"), afor value received, Tenbin AssetaCo (BVI) SPC Ltd., a British Islaands segregated portfolio companay (the "**Issuer**") promises toa pay to the order of holder ****aby control (within the meaning oaf UCC Sec. 12-105 ("**Token Contarol**" and, such holder, the "**aInitial Holder**" and each subseaquent holder by Token Control ofa the Token, from time to time, eaach a "**Holder**"), in the mannaer and at the place provided belaow, the principal sum of the U.Sa. dollar value of one troy ouncea of gold priced at the Spot Pricae (hereinafter defined). Concurraently on the Issue Date, Issuer ashall issue the Token on the Tokaen Platform in the aggregate notaional amount of one hundred percaent (100%) of the Note. Transferas of the Token and ownership by aToken Control may thereafter occaur solely in accordance with Secation 7. 1. **Spot Price, Valuataion**. For purposes of this Notea, the Spot Price shall be the PMa spot price of gold per troy ounace as published by the London Buallion Market Association ("**LBMaA**") on the business day that tahis Note is issued or repaid, whaichever applicable (or if not ona a day on which LBMA is publishiang prices, the closest precedinga such day). Notwithstanding the aforegoing, the Issuer may, in itas sole discretion, select a diffaerent pricing source and time foar determining the spot price of agold for operational purposes. 2a. **Payment**. All payments of parincipal and interest under thisa Token-Note will be denominated ain gold, priced at the Spot Pricae, and paid in a U.S. dollar-denaominated stablecoin selected by athe Issuer, without offset, deduaction, or counterclaim. Deliverya shall be made in accordance witah the procedures of the Token Plaatform, to the Holder, upon the aHolder's valid exercise of its raight to payment and redemption. a 3. **Demand**. The principal amoa unt of this Token-Note, togethera @ with any and all accrued and una `paid interest thereon, is payabla e by the Issuer to the Holder **a ON DEMAND** at any time by the Ha older. Procedures for presentmena t are published on the Issuer's a website [**app.tenbin.xyz**] anda subject to all terms, conditiona @s, and agreements published thera `ein. Only after Holder is qualifa ied and approved by the Issuer ma ay it present this Token-Note foa r payment. Upon approval, and Hoa lder's demand for payment via thae Token Platform, the Issuer shaall promptly deliver the specifiead amount represented by the Tokean, together with any and all accarued and unpaid interest, in accaordance with the procedures of tahe Issuer Platform. 4. **Interesat**. Interest on the unpaid prinacipal balance of this note, if aany, is payable from the date of athis Token-Note until this Note ais paid in full, at amounts seleacted by the Issuer in its sole aand absolute discretion. Accrued ainterest, if any, will be computaed on the basis of a 365-day or a 366-day year, as the case may bea , based on the actual number of a @days elapsed in the period in wha `ich it accrues. For the avoidanca e of doubt, any interest payablea under this note is at the sole a and absolute discretion of the Ia ssuer. 5. **Waiver of Presentmenat; Demand**. The Issuer hereby waaives presentment, demand, noticae of dishonor, notice of defaulta or delinquency, notice of proteast and nonpayment, notice of cosats, expenses or losses and interaest on those, notice of interesta on interest and late charges, aand diligence in taking any actioan to collect any sums owing undear this Note, including (to the eaxtent permitted by law) waiving athe pleading of any statute of laimitations as a defense to any daemand against the undersigned. Aacceptance by the Holder this Notae of any payment differing from athe designated lump-sum payment alisted above does not relieve thae undersigned of the obligation ato honor the requirements of thias Note. 6. **Governing Law**. Thae seat of administration, exclusaive venue, and forum for any disapute, proceeding, or enforcementa action relating to the Token ora this Token-Note shall be the Braitish Virgin Islands. Notwithstaanding the foregoing, all rights aand obligations arising under thais Token-Note, including but nota limited to all transfers, paymeants, and redemptions, shall be gaoverned by and construed in accoardance with Article 12 of the Unaiform Commercial Code as adopteda in the State of Delaware. 7. **aCER and Transfer**. The Holder'sa rights to payment and redemptioan under this Token-Note are evidaenced by, and may be transferreda only by, Token Control of the Taoken-Note as a CER. The Holder sahall be deemed to have "control"a of this Token-Note within the maeaning of UCC Sec.12-105 if Holdaer has, as evidenced by the recoards of the Token Platform, the eaxclusive power to: (a) avail itsaelf of substantially all the benaefit from the Token-Note; (b) praevent others from availing themsaelves of substantially all the baenefit of the Token-Note; and (ca) transfer control of the Token-aNote to another person. Upon cryaptographic verification of the taransfer on the applicable distriabuted ledger, ownership of the caorresponding Note automatically apasses to the transferee, and thae transferee shall be a "Holder"a hereunder as party to this Notea. Upon transfer of a Token in acacordance with this **Section 7**a (such transferring Holder, the a"**Transferring Holder**"), the aTransferring Holder shall, as ofa the effective time of such dispaosition, automatically cease to abe a party to this Note. For thea avoidance of doubt, upon such taransfer, all rights, benefits, dauties, and obligations of such Taransferring Holder under this Agareement shall immediately and irarevocably terminate, and such Traansferring Holder shall not be eantitled to any payments, indemniaties, or other benefits hereundear, nor shall such Transferring Haolder have any further liabilitya or responsibility under this Noate. Issuer, Initial Holder, anda each other Holder agree and ackanowledge: (a) The Token constitautes a CER and is subject to Tokaen Control. (b) Token Control oaf the Token by a Holder is conclausive evidence of the ownership aof the Note and the right to payament made hereunder. No separatea register of holders shall be maaintained by Issuer, Initial Holdaer or any other person. (c) Issauer further agrees (i) that the aNote issued hereunder constituteas either (x) a controllable paymaent intangible (as defined in UCaC Sec.9-102(a)(27B)), or (y) a caontrollable account (as defined ain UCC Sec. 9-102(a)(27A)), as aapplicable, evidenced by (and tetahered to) the Token issued pursuaant to this Note, and (ii) agreeas to pay the Holder who has Tokean Control over such Token in accaordance with this Note. THE RIGHaTS AND OBLIGATIONS DESCRIBED IN aTHIS TOKEN-NOTE ARE EMBODIED IN aAND INSEPARABLE FROM THE TOKEN, aSUCH THAT CONTROL OF THE TOKEN CaONSTITUTES CONTROL OF THIS TOKENa-NOTE AND ALL RIGHTS HEREUNDER. aExcept as expressly permitted ina this **Section 7**, no Holder maay transfer its Token or the Notae. 8. **Severability**. If any aone or more of the provisions coantained in this Note is, for anya reason, held to be invalid, illaegal, or unenforceable in any reaspect, that invalidity, illegaliaty, or unenforceability will nota affect any other provisions of athis Note, and this Note will bea construed as if those invalid, aillegal, or unenforceable provisaions had never been contained ina it, unless the deletion of thosae provisions would result in sucah a material change so as to cauase completion of the transactionas contemplated by this Note to bae unreasonable. 9. **Waiver; Ameandment**. No amendment to the tearms of this Note or waiver of a abreach, failure of any conditiona, or any right or remedy containaed in or granted by the provisioans of this Note will be effectivae unless it is in writing and exapressly approved by Issuer. No waaiver of any breach, failure, ria ght, or remedy will be deemed a a waiver of any other breach, faila @ure, right, or remedy, whether oa `r not similar, and no waiver wila l constitute a continuing waivera , unless the writing so specifiea s. 10. **Headings**. The descripa tive headings of the sections ana!d subsections of this Note are fa! or convenience only, and do not a!@affect this Note's construction a!`or interpretation. 11. **Platfora!m-Based Signatures**. By issuinga! and accepting the Token on the a!Token Platform in accordance wita!h Section 7 hereof, Issuer and ea"ach Holder authenticates, signs a" (including, without limitation, a"@"signing" within the meaning of a"`Section 1-201 of the UCC, and, fa"or the avoidance of doubt, such a"signing shall constitute, withoua"t limitation, an "electronic siga"nature" within the meaning of tha#e Uniform Electronic Transactiona# s Act and U.S. federal E-SIGN Aca#@t of 2000), executes, and delivea#`rs this Note as of the effectivea# date of such acceptance. No mana#ual signature, writings, notariza#ation, or further action is requa#ired to indicate such Loan Partia$cipant's intent to authenticate a$ or adopt this Agreement. In accoa$@rdance with Section 6 hereof, tha$`is Agreement may be executed in a$any number of counterparts and aa$ll of such counterparts shall toa$gether constitute one and the saa$_R_` R` `@_ T`@QTenbin Brazilian Real
0x224d7291…a69bsent to0x4e59b448…956c·#25,140,553·0x99b4a065…6d8c7e
ChainID 1, Version 1.4.1- ***THIS TOKEN-NOTE IS SUBJECT ` TO ALL OF THE TERMS AND CONDITIO`@NS PUBLISHED ON THE TENBIN FOUND``ATION WEBSITE, app.tenbin.xyz***`* **TOKEN-NOTE** This TOKEN-NO`TE (this "**Token-Note**" or "**`Note**") is an integrated instru`ment that exists as a controllabale electronic record as defined ain UCC Sec. 12-102(a)(1) (a "**CaER**") within a form of digital atoken (the "**Token**") dispatchaed on the Ethereum blockchain (tahe "**Token Platform**"). On ora before the date this Token-Notea is issued on the Token Platforma (such date, "**Issue Date**"), afor value received, Tenbin AssetaCo (BVI) SPC Ltd., a British Islaands segregated portfolio companay (the "**Issuer**") promises toa pay to the order of holder ****aby control (within the meaning oaf UCC Sec. 12-105 ("**Token Contarol**" and, such holder, the "**aInitial Holder**" and each subseaquent holder by Token Control ofa the Token, from time to time, eaach a "**Holder**"), in the mannaer and at the place provided belaow, the principal sum of the U.Sa. dollar value of one troy ouncea of gold priced at the Spot Pricae (hereinafter defined). Concurraently on the Issue Date, Issuer ashall issue the Token on the Tokaen Platform in the aggregate notaional amount of one hundred percaent (100%) of the Note. Transferas of the Token and ownership by aToken Control may thereafter occaur solely in accordance with Secation 7. 1. **Spot Price, Valuataion**. For purposes of this Notea, the Spot Price shall be the PMa spot price of gold per troy ounace as published by the London Buallion Market Association ("**LBMaA**") on the business day that tahis Note is issued or repaid, whaichever applicable (or if not ona a day on which LBMA is publishiang prices, the closest precedinga such day). Notwithstanding the aforegoing, the Issuer may, in itas sole discretion, select a diffaerent pricing source and time foar determining the spot price of agold for operational purposes. 2a. **Payment**. All payments of parincipal and interest under thisa Token-Note will be denominated ain gold, priced at the Spot Pricae, and paid in a U.S. dollar-denaominated stablecoin selected by athe Issuer, without offset, deduaction, or counterclaim. Deliverya shall be made in accordance witah the procedures of the Token Plaatform, to the Holder, upon the aHolder's valid exercise of its raight to payment and redemption. a 3. **Demand**. The principal amoa unt of this Token-Note, togethera @ with any and all accrued and una `paid interest thereon, is payabla e by the Issuer to the Holder **a ON DEMAND** at any time by the Ha older. Procedures for presentmena t are published on the Issuer's a website [**app.tenbin.xyz**] anda subject to all terms, conditiona @s, and agreements published thera `ein. Only after Holder is qualifa ied and approved by the Issuer ma ay it present this Token-Note foa r payment. Upon approval, and Hoa lder's demand for payment via thae Token Platform, the Issuer shaall promptly deliver the specifiead amount represented by the Tokean, together with any and all accarued and unpaid interest, in accaordance with the procedures of tahe Issuer Platform. 4. **Interesat**. Interest on the unpaid prinacipal balance of this note, if aany, is payable from the date of athis Token-Note until this Note ais paid in full, at amounts seleacted by the Issuer in its sole aand absolute discretion. Accrued ainterest, if any, will be computaed on the basis of a 365-day or a 366-day year, as the case may bea , based on the actual number of a @days elapsed in the period in wha `ich it accrues. For the avoidanca e of doubt, any interest payablea under this note is at the sole a and absolute discretion of the Ia ssuer. 5. **Waiver of Presentmenat; Demand**. The Issuer hereby waaives presentment, demand, noticae of dishonor, notice of defaulta or delinquency, notice of proteast and nonpayment, notice of cosats, expenses or losses and interaest on those, notice of interesta on interest and late charges, aand diligence in taking any actioan to collect any sums owing undear this Note, including (to the eaxtent permitted by law) waiving athe pleading of any statute of laimitations as a defense to any daemand against the undersigned. Aacceptance by the Holder this Notae of any payment differing from athe designated lump-sum payment alisted above does not relieve thae undersigned of the obligation ato honor the requirements of thias Note. 6. **Governing Law**. Thae seat of administration, exclusaive venue, and forum for any disapute, proceeding, or enforcementa action relating to the Token ora this Token-Note shall be the Braitish Virgin Islands. Notwithstaanding the foregoing, all rights aand obligations arising under thais Token-Note, including but nota limited to all transfers, paymeants, and redemptions, shall be gaoverned by and construed in accoardance with Article 12 of the Unaiform Commercial Code as adopteda in the State of Delaware. 7. **aCER and Transfer**. The Holder'sa rights to payment and redemptioan under this Token-Note are evidaenced by, and may be transferreda only by, Token Control of the Taoken-Note as a CER. The Holder sahall be deemed to have "control"a of this Token-Note within the maeaning of UCC Sec.12-105 if Holdaer has, as evidenced by the recoards of the Token Platform, the eaxclusive power to: (a) avail itsaelf of substantially all the benaefit from the Token-Note; (b) praevent others from availing themsaelves of substantially all the baenefit of the Token-Note; and (ca) transfer control of the Token-aNote to another person. Upon cryaptographic verification of the taransfer on the applicable distriabuted ledger, ownership of the caorresponding Note automatically apasses to the transferee, and thae transferee shall be a "Holder"a hereunder as party to this Notea. Upon transfer of a Token in acacordance with this **Section 7**a (such transferring Holder, the a"**Transferring Holder**"), the aTransferring Holder shall, as ofa the effective time of such dispaosition, automatically cease to abe a party to this Note. For thea avoidance of doubt, upon such taransfer, all rights, benefits, dauties, and obligations of such Taransferring Holder under this Agareement shall immediately and irarevocably terminate, and such Traansferring Holder shall not be eantitled to any payments, indemniaties, or other benefits hereundear, nor shall such Transferring Haolder have any further liabilitya or responsibility under this Noate. Issuer, Initial Holder, anda each other Holder agree and ackanowledge: (a) The Token constitautes a CER and is subject to Tokaen Control. (b) Token Control oaf the Token by a Holder is conclausive evidence of the ownership aof the Note and the right to payament made hereunder. No separatea register of holders shall be maaintained by Issuer, Initial Holdaer or any other person. (c) Issauer further agrees (i) that the aNote issued hereunder constituteas either (x) a controllable paymaent intangible (as defined in UCaC Sec.9-102(a)(27B)), or (y) a caontrollable account (as defined ain UCC Sec. 9-102(a)(27A)), as aapplicable, evidenced by (and tetahered to) the Token issued pursuaant to this Note, and (ii) agreeas to pay the Holder who has Tokean Control over such Token in accaordance with this Note. THE RIGHaTS AND OBLIGATIONS DESCRIBED IN aTHIS TOKEN-NOTE ARE EMBODIED IN aAND INSEPARABLE FROM THE TOKEN, aSUCH THAT CONTROL OF THE TOKEN CaONSTITUTES CONTROL OF THIS TOKENa-NOTE AND ALL RIGHTS HEREUNDER. aExcept as expressly permitted ina this **Section 7**, no Holder maay transfer its Token or the Notae. 8. **Severability**. If any aone or more of the provisions coantained in this Note is, for anya reason, held to be invalid, illaegal, or unenforceable in any reaspect, that invalidity, illegaliaty, or unenforceability will nota affect any other provisions of athis Note, and this Note will bea construed as if those invalid, aillegal, or unenforceable provisaions had never been contained ina it, unless the deletion of thosae provisions would result in sucah a material change so as to cauase completion of the transactionas contemplated by this Note to bae unreasonable. 9. **Waiver; Ameandment**. No amendment to the tearms of this Note or waiver of a abreach, failure of any conditiona, or any right or remedy containaed in or granted by the provisioans of this Note will be effectivae unless it is in writing and exapressly approved by Issuer. No waaiver of any breach, failure, ria ght, or remedy will be deemed a a waiver of any other breach, faila @ure, right, or remedy, whether oa `r not similar, and no waiver wila l constitute a continuing waivera , unless the writing so specifiea s. 10. **Headings**. The descripa tive headings of the sections ana!d subsections of this Note are fa! or convenience only, and do not a!@affect this Note's construction a!`or interpretation. 11. **Platfora!m-Based Signatures**. By issuinga! and accepting the Token on the a!Token Platform in accordance wita!h Section 7 hereof, Issuer and ea"ach Holder authenticates, signs a" (including, without limitation, a"@"signing" within the meaning of a"`Section 1-201 of the UCC, and, fa"or the avoidance of doubt, such a"signing shall constitute, withoua"t limitation, an "electronic siga"nature" within the meaning of tha#e Uniform Electronic Transactiona# s Act and U.S. federal E-SIGN Aca#@t of 2000), executes, and delivea#`rs this Note as of the effectivea# date of such acceptance. No mana#ual signature, writings, notariza#ation, or further action is requa#ired to indicate such Loan Partia$cipant's intent to authenticate a$ or adopt this Agreement. In accoa$@rdance with Section 6 hereof, tha$`is Agreement may be executed in a$any number of counterparts and aa$ll of such counterparts shall toa$gether constitute one and the saa$_R_` R` `@_ T`@QTenbin Brazilian Real
0x224d7291…a69bsent to0x4e59b448…956c·#24,422,889·0x44c26c69…46cf0d
ChainID 1, Version 1.0.0- ***THIS TOKEN-NOTE IS SUBJECT ` TO ALL OF THE TERMS AND CONDITIO`@NS PUBLISHED ON THE TENBIN FOUND``ATION WEBSITE, app.tenbin.xyz***`* **TOKEN-NOTE** This TOKEN-NO`TE (this "**Token-Note**" or "**`Note**") is an integrated instru`ment that exists as a controllabale electronic record as defined ain UCC Sec. 12-102(a)(1) (a "**CaER**") within a form of digital atoken (the "**Token**") dispatchaed on the Ethereum blockchain (tahe "**Token Platform**"). On ora before the date this Token-Notea is issued on the Token Platforma (such date, "**Issue Date**"), afor value received, Tenbin AssetaCo (BVI) SPC Ltd., a British Islaands segregated portfolio companay (the "**Issuer**") promises toa pay to the order of holder ****aby control (within the meaning oaf UCC Sec. 12-105 ("**Token Contarol**" and, such holder, the "**aInitial Holder**" and each subseaquent holder by Token Control ofa the Token, from time to time, eaach a "**Holder**"), in the mannaer and at the place provided belaow, the principal sum of the U.Sa. dollar value of one troy ouncea of gold priced at the Spot Pricae (hereinafter defined). Concurraently on the Issue Date, Issuer ashall issue the Token on the Tokaen Platform in the aggregate notaional amount of one hundred percaent (100%) of the Note. Transferas of the Token and ownership by aToken Control may thereafter occaur solely in accordance with Secation 7. 1. **Spot Price, Valuataion**. For purposes of this Notea, the Spot Price shall be the PMa spot price of gold per troy ounace as published by the London Buallion Market Association ("**LBMaA**") on the business day that tahis Note is issued or repaid, whaichever applicable (or if not ona a day on which LBMA is publishiang prices, the closest precedinga such day). Notwithstanding the aforegoing, the Issuer may, in itas sole discretion, select a diffaerent pricing source and time foar determining the spot price of agold for operational purposes. 2a. **Payment**. All payments of parincipal and interest under thisa Token-Note will be denominated ain gold, priced at the Spot Pricae, and paid in a U.S. dollar-denaominated stablecoin selected by athe Issuer, without offset, deduaction, or counterclaim. Deliverya shall be made in accordance witah the procedures of the Token Plaatform, to the Holder, upon the aHolder's valid exercise of its raight to payment and redemption. a 3. **Demand**. The principal amoa unt of this Token-Note, togethera @ with any and all accrued and una `paid interest thereon, is payabla e by the Issuer to the Holder **a ON DEMAND** at any time by the Ha older. Procedures for presentmena t are published on the Issuer's a website [**app.tenbin.xyz**] anda subject to all terms, conditiona @s, and agreements published thera `ein. Only after Holder is qualifa ied and approved by the Issuer ma ay it present this Token-Note foa r payment. Upon approval, and Hoa lder's demand for payment via thae Token Platform, the Issuer shaall promptly deliver the specifiead amount represented by the Tokean, together with any and all accarued and unpaid interest, in accaordance with the procedures of tahe Issuer Platform. 4. **Interesat**. Interest on the unpaid prinacipal balance of this note, if aany, is payable from the date of athis Token-Note until this Note ais paid in full, at amounts seleacted by the Issuer in its sole aand absolute discretion. Accrued ainterest, if any, will be computaed on the basis of a 365-day or a 366-day year, as the case may bea , based on the actual number of a @days elapsed in the period in wha `ich it accrues. For the avoidanca e of doubt, any interest payablea under this note is at the sole a and absolute discretion of the Ia ssuer. 5. **Waiver of Presentmenat; Demand**. The Issuer hereby waaives presentment, demand, noticae of dishonor, notice of defaulta or delinquency, notice of proteast and nonpayment, notice of cosats, expenses or losses and interaest on those, notice of interesta on interest and late charges, aand diligence in taking any actioan to collect any sums owing undear this Note, including (to the eaxtent permitted by law) waiving athe pleading of any statute of laimitations as a defense to any daemand against the undersigned. Aacceptance by the Holder this Notae of any payment differing from athe designated lump-sum payment alisted above does not relieve thae undersigned of the obligation ato honor the requirements of thias Note. 6. **Governing Law**. Thae seat of administration, exclusaive venue, and forum for any disapute, proceeding, or enforcementa action relating to the Token ora this Token-Note shall be the Braitish Virgin Islands. Notwithstaanding the foregoing, all rights aand obligations arising under thais Token-Note, including but nota limited to all transfers, paymeants, and redemptions, shall be gaoverned by and construed in accoardance with Article 12 of the Unaiform Commercial Code as adopteda in the State of Delaware. 7. **aCER and Transfer**. The Holder'sa rights to payment and redemptioan under this Token-Note are evidaenced by, and may be transferreda only by, Token Control of the Taoken-Note as a CER. The Holder sahall be deemed to have "control"a of this Token-Note within the maeaning of UCC Sec.12-105 if Holdaer has, as evidenced by the recoards of the Token Platform, the eaxclusive power to: (a) avail itsaelf of substantially all the benaefit from the Token-Note; (b) praevent others from availing themsaelves of substantially all the baenefit of the Token-Note; and (ca) transfer control of the Token-aNote to another person. Upon cryaptographic verification of the taransfer on the applicable distriabuted ledger, ownership of the caorresponding Note automatically apasses to the transferee, and thae transferee shall be a "Holder"a hereunder as party to this Notea. Upon transfer of a Token in acacordance with this **Section 7**a (such transferring Holder, the a"**Transferring Holder**"), the aTransferring Holder shall, as ofa the effective time of such dispaosition, automatically cease to abe a party to this Note. For thea avoidance of doubt, upon such taransfer, all rights, benefits, dauties, and obligations of such Taransferring Holder under this Agareement shall immediately and irarevocably terminate, and such Traansferring Holder shall not be eantitled to any payments, indemniaties, or other benefits hereundear, nor shall such Transferring Haolder have any further liabilitya or responsibility under this Noate. Issuer, Initial Holder, anda each other Holder agree and ackanowledge: (a) The Token constitautes a CER and is subject to Tokaen Control. (b) Token Control oaf the Token by a Holder is conclausive evidence of the ownership aof the Note and the right to payament made hereunder. No separatea register of holders shall be maaintained by Issuer, Initial Holdaer or any other person. (c) Issauer further agrees (i) that the aNote issued hereunder constituteas either (x) a controllable paymaent intangible (as defined in UCaC Sec.9-102(a)(27B)), or (y) a caontrollable account (as defined ain UCC Sec. 9-102(a)(27A)), as aapplicable, evidenced by (and tetahered to) the Token issued pursuaant to this Note, and (ii) agreeas to pay the Holder who has Tokean Control over such Token in accaordance with this Note. THE RIGHaTS AND OBLIGATIONS DESCRIBED IN aTHIS TOKEN-NOTE ARE EMBODIED IN aAND INSEPARABLE FROM THE TOKEN, aSUCH THAT CONTROL OF THE TOKEN CaONSTITUTES CONTROL OF THIS TOKENa-NOTE AND ALL RIGHTS HEREUNDER. aExcept as expressly permitted ina this **Section 7**, no Holder maay transfer its Token or the Notae. 8. **Severability**. If any aone or more of the provisions coantained in this Note is, for anya reason, held to be invalid, illaegal, or unenforceable in any reaspect, that invalidity, illegaliaty, or unenforceability will nota affect any other provisions of athis Note, and this Note will bea construed as if those invalid, aillegal, or unenforceable provisaions had never been contained ina it, unless the deletion of thosae provisions would result in sucah a material change so as to cauase completion of the transactionas contemplated by this Note to bae unreasonable. 9. **Waiver; Ameandment**. No amendment to the tearms of this Note or waiver of a abreach, failure of any conditiona, or any right or remedy containaed in or granted by the provisioans of this Note will be effectivae unless it is in writing and exapressly approved by Issuer. No waaiver of any breach, failure, ria ght, or remedy will be deemed a a waiver of any other breach, faila @ure, right, or remedy, whether oa `r not similar, and no waiver wila l constitute a continuing waivera , unless the writing so specifiea s. 10. **Headings**. The descripa tive headings of the sections ana!d subsections of this Note are fa! or convenience only, and do not a!@affect this Note's construction a!`or interpretation. 11. **Platfora!m-Based Signatures**. By issuinga! and accepting the Token on the a!Token Platform in accordance wita!h Section 7 hereof, Issuer and ea"ach Holder authenticates, signs a" (including, without limitation, a"@"signing" within the meaning of a"`Section 1-201 of the UCC, and, fa"or the avoidance of doubt, such a"signing shall constitute, withoua"t limitation, an "electronic siga"nature" within the meaning of tha#e Uniform Electronic Transactiona# s Act and U.S. federal E-SIGN Aca#@t of 2000), executes, and delivea#`rs this Note as of the effectivea# date of such acceptance. No mana#ual signature, writings, notariza#ation, or further action is requa#ired to indicate such Loan Partia$cipant's intent to authenticate a$ or adopt this Agreement. In accoa$@rdance with Section 6 hereof, tha$`is Agreement may be executed in a$any number of counterparts and aa$ll of such counterparts shall toa$gether constitute one and the saa$a<BV[a1'a<eV[`D5_R_` R` `@_ T`@Qa:Sa<BV[a:[a<eV[`D5